U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
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| o | | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| x | | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the fiscal year ended December 31, 2002. | | Commission file number 1-4307 |
Husky Energy Inc.
(Exact name of Registrant as specified in its charter)| | | | | |
Canada
(Province or other jurisdiction of incorporation or organization) | | 1311
(Primary Standard Industrial Classification Code Number) | | Not applicable.
(I.R.S. Employer
Identification Number) |
770 – 8 Avenue S.W.
PO Box 6525 Station D
Calgary, Alberta, Canada T2P 3G7
(403) 298-6111
(Address and telephone number of Registrant’s principal executive offices)CT Corporation System
111 Eighth Avenue, New York, New York 10011
(212) 894-8400
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)Securities registered or to be registered pursuant to Section 12(b) of the Act:
None
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
6.25% Notes due 2012
For annual reports, indicate by check mark the information filed with this Form:
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| x Annual information form | | x Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
The Registrant had 417,873,601 Common Shares outstanding at December 31, 2002
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to filing requirements for the past 90 days.
PRIOR FILINGS MODIFIED AND SUPERSEDED
The Registrant’s Annual Report on Form 40-F for the year ended December 31, 2002, at the time of filing with the Securities and Exchange Commission, modifies and supersedes all prior documents filed pursuant to Sections 13, 14 and 15(d) of the Exchange Act for purposes of any offers or sales of any securities after the date of such filing pursuant to any Registration Statement under the Securities Act of 1933 which incorporates by reference such Annual Report, including without limitation the Registrant’s Registration Statement on Form F-9, No. 333-89714.
CONSOLIDATED AUDITED ANNUAL FINANCIAL STATEMENTS AND MANAGEMENT’S DISCUSSION AND ANALYSIS
| A. | | Audited Annual Financial Statements |
For consolidated audited financial statements, including the report of independent chartered accountants with respect thereto, see pages 60 through 86 of the Registrant’s 2002 Annual Report attached hereto and included herein. For a reconciliation of important differences between Canadian and United States generally accepted accounting principles, see Note 16 of the Notes to the Consolidated Financial Statements on pages 80 through 86 of such 2002 Annual Report.
| B. | | Management’s Discussion and Analysis |
For management’s discussion and analysis, see pages 33 through 58 of the Registrant’s 2002 Annual Report attached hereto and included herein.
For the purposes of this Annual Report on Form 40-F, only pages 32 through 86 of the Registrants’ 2002 Annual Report referred to above shall be deemed filed, and the balance of such 2002 Annual Report, except as it may be otherwise specifically incorporated by reference in the Registrants’ Annual Information Form, shall be deemed not filed with the Securities and Exchange Commission as part of this Annual Report on Form 40-F under the Exchange Act.
CONTROLS AND PROCEDURES
See Exhibit No. 4, Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2002, to this Annual Report on Form 40-F.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when required to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
| | B. | | Consent to Service of Process |
A Form F-X signed by the Registrant and its agent for service of process was filed with the Commission together with the Registrant’s Annual Report on Form 40-F for the fiscal year ended December 31, 2001.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
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| | | Husky Energy Inc. |
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| March 26, 2003 | | By: | | /s/ Neil D. McGee
Name: Neil D. McGee
Title: Vice President & Chief Financial Officer |
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| | | By: | | /s/ James D. Girgulis
Name: James D. Girgulis
Title: Vice President, Legal & Corporate Secretary |
CERTIFICATIONS
I, John C.S. Lau, certify that:
| 1. | | I have reviewed this annual report on Form 40-F of Husky Energy Inc.; |
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| 2. | | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
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| 3. | | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
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| 4. | | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
| | a) | | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
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| | b) | | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and |
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| | c) | | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| | a) | | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
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| | b) | | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
| 6. | | The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: March 26, 2003
/s/ John C.S. Lau
John C.S. Lau
President & Chief Executive Officer
I, Neil D. McGee, certify that:
| 1. | | I have reviewed this annual report on Form 40-F of Husky Energy Inc.; |
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| 2. | | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
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| 3. | | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; |
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| 4. | | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: |
| | a) | | designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; |
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| | b) | | evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and |
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| | c) | | presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; |
| 5. | | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| | a) | | all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and |
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| | b) | | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and |
| 6. | | The registrant’s other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. |
Date: March 26, 2003
/s/ Neil D. McGee
Neil D. McGee
Vice President & Chief Financial Officer
Form 40-F Table of Contents
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| Exhibit No. | | Document |
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| 1. | | Renewal Annual Information Form of the Registrant for the fiscal year ended December 31, 2002. |
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| 2. | | Consolidated Financial Statements of the Registrant for the year ended December 31, 2002, including a reconciliation to United States generally accepted accounting principles. |
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| 3. | | Management’s Discussion and Analysis of the Registrant for the year ended December 31, 2002. |
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| 4. | | Reconciliation of reserves information set forth on page 91 of the Registrant’s 2002 Annual Report.1 |
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| 5. | | Wells drilled information set forth on page 48 of the Registrant’s 2002 Annual Report.2 |
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| 6. | | Consent of KPMG LLP, independent accountants. |
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| 7. | | Consent of McDaniel and Associates Consultants Ltd., independent engineers. |
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| 8. | | Certificate of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 9. | | Certificate of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 1 | | Need be included only to the extent such information is incorporated by reference into the AIF. |
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| 2 | | Need be included only to the extent such information is incorporated by reference into the AIF. |
